SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CASEY'S GENERAL STORES, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
147 5281 03
(CUSIP Number)
Page 1 of 13 Pages
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 2 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB BANK, n.a. ("UMB")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially owned by UMB With:
5. Sole Voting Power: 91,300. UMB disclaims beneficial ownership of
these shares.
6. Shared Voting Power: 2,500. UMB disclaims beneficial ownership of
these shares.
7. Sole Dispositive Power: 91,300. UMB disclaims beneficial
ownership of these shares.
8. Shared Dispositive Power: 3,759,964. UMB disclaims beneficial
ownership of these shares, which include 3,757,464 shares held as trustee
of the Casey's General Stores, Inc. Employee Stock Ownership Plan
("Casey's ESOP").
9. Aggregate Amount Beneficially Owned by UMB: 3,851,264. UMB
disclaims beneficial ownership of these shares, which include 3,757,464
shares held as trustee of Casey's ESOP.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [X] Such amount excludes 129,146 shares of the Issuer's Common Stock
held in custody accounts by UMB for which UMB has no voting or
dispositive power.
11. Percent of Class Represented by Amount in Row 9: 7.3%
12. Type of Reporting Person: BK
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 3 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION ("UMBFC")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by UMBFC With:
5. Sole Voting Power: -0-
6. Shared Voting Power: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by UMBFC: -0-
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [X] Such amount excludes 3,980,410 shares of the Issuer's Common
Stock held by UMB in various capacities as to which UMBFC has no voting
or dispositive power.
11. Percent of Class Represented by Amount in Row 9: 0%
12. Type of Reporting Person: HC
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 4 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
CASEY'S GENERAL STORES, INC. EMPLOYEE STOCK OWNERSHIP PLAN ("CASEY'S
ESOP")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: Iowa
Number of Shares Beneficially owned by Casey's ESOP With:
5. Sole Voting Power: -0-
6. Shared Voting Power: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 3,757,464. Beneficial ownership is
disclaimed as to all of these shares, which are held on behalf of Casey's ESOP.
9. Aggregate Amount Beneficially Owned by Casey's ESOP: 3,757,464. Beneficial
ownership is disclaimed as to all shares which are held on behalf of Casey's
ESOP and have been allocated to the accounts of participants.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: 7.1%
12. Type of Reporting Person: EP
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CUSIP NO. 147 5281 03 Page 5 of 13 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Casey's General Stores, Inc., an Iowa corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
One Convenience Boulevard, Ankeny, Iowa 50021
Item 2(a) Names of Persons Filing:
(i) UMB Bank, n.a. ("UMB")
(ii) UMB Financial Corporation ("UMBFC")
(iii) Casey's General Stores, Inc. Employee Stock Ownership
Plan ("Casey's ESOP")
Item 2(b) Address of Principal Business or, if none, Residence:
Both UMB and UMBFC maintain their principal executive offices at,
and the address for Casey's ESOP is, 1010 Grand Boulevard, Kansas City,
Missouri 64106
Item 2(c) Citizenship:
UMBFC is a corporation organized under the laws of the State of
Missouri, UMB is a national banking association chartered by the United
States and Casey's ESOP is a trust organized in the State of Missouri.
Item 2(d) Title of Class of Securities: common stock, no par value (the
"Common Stock").
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 6 of 13 Pages
Item 2(e) CUSIP Number: 147 5281 03
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act (UMB)
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F) (Casey's ESOP)
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(UMBFC)
(h) [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
Casey's ESOP may be deemed to beneficially own in excess of 5%
of the Issuer's Common Stock and is filing this statement as a result thereof.
As trustee of Casey's ESOP, UMB may have certain dispositive powers over
such shares and is filing this schedule as a result of having such powers.
UMBFC owns 100 percent of the outstanding stock of UMB and is filing this
schedule solely as a result of such stock ownership.
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 7 of 13 Pages
Item 4. Ownership.
Casey's ESOP may be deemed to beneficially own certain shares of the Issuer's
Common Stock held by Casey's ESOP. UMB serves as trustee of Casey's ESOP.
Casey's ESOP participants exercise voting and certain dispositive powers over
Casey's ESOP shares allocated to their accounts as they have the right to direct
the voting of such shares and the tendering of such shares in response to a
tender offer or other purchase offer. To the extent that participants in Casey's
ESOP do not give voting instructions to UMB, as trustee of Casey's ESOP, such
shares of the Issuer's Common Stock held by Casey's ESOP are voted in the same
proportions as shares for which the trustee has received instructions. Certain
shares of Issuer's Common Stock held by Casey's ESOP are allocated to the
accounts of the participants in the plan, and beneficial ownership is disclaimed
as to those shares. Any unallocated Casey's ESOP shares are to be voted by the
trustee of Casey's ESOP in the same proportion as allocated shares. The shares
of the Issuer's Common Stock held by Casey's ESOP that are allocated to
participants' accounts are disposed of in response to a tender offer, exchange
offer, or other offer to purchase at the direction of the participants, but if
disposition instructions with respect to such an offer are not given by the
participants in Casey's ESOP to UMB, as trustee, such shares will not be
tendered. UMB, as trustee of Casey's ESOP, will dispose of all unallocated
shares in response to a tender or other offer in the same proportion as shares
for which the trustee has received instructions.
Therefore, Casey's ESOP may be deemed to beneficially own shares
of the Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 3,757,464. Beneficial ownership is disclaimed as
to all shares which are allocated to the accounts of participants under Casey's
ESOP.
(b) Percent of Class: 7.1%
(c) Number of shares as to which Casey's ESOP has:
(i) sole power to vote or to direct the vote: -0-
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 8 of 13 Pages
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of: 3,757,464.
Beneficial ownership is disclaimed as to all shares which are allocated to the
accounts of participants under Casey's ESOP.
UMB may be deemed to beneficially own certain shares of Issuer's Common Stock,
including the shares held by Casey's ESOP and shares of Common Stock held in
other capacities. As trustee, UMB may be deemed to have dispositive power over
the shares of Common Stock held by Casey's ESOP, although UMB disclaims
beneficial ownership over such shares. With respect to the shares of Common
Stock held in other capacities, UMB may also be deemed to have either sole or
shared voting power over certain of such shares, but disclaims beneficial
ownership over such shares. UMB disclaims beneficial ownership over and has not
included in this Schedule 13G any and all shares of the Issuer's Common Stock
held in custodial and other capacities over which UMB has no voting or
dispositive power (either by itself or with others).
Therefore, UMB may be deemed to beneficially own shares of the Issuer's Common
Stock as follows:
(a) Amount Beneficially Owned: 3,851,264. Beneficial ownership is disclaimed as
to these shares, 3,757,464 of which are held on behalf of Casey's ESOP. Such
amount excludes 129,146 shares of Issuer's Common Stock held in custody accounts
by UMB for which UMB has no voting or dispositive power.
(b) Percent of Class: 7.3%
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 9 of 13 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 91,300. UMB disclaims beneficial
ownership of these shares.
(ii) shared power to vote or to direct the vote: 2,500. UMB disclaims beneficial
ownership of these shares.
(iii) sole power to dispose or to direct the disposition of: 91,300. UMB
disclaims beneficial ownership of these shares.
(iv) shared power to dispose or to direct the disposition of: 3,759,964. UMB
disclaims beneficial ownership of these shares, which include 3,757,464 shares
held on behalf of Casey's ESOP.
UMBFC does not own of record any shares of the Issuer's Common
Stock and does not exercise or direct the exercise of any voting or
dispositive power over the shares of the Issuer's Common Stock reported
herein and is precluded by applicable law from directing the exercise of
such power over said shares of the Issuer's Common Stock held by UMB.
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding Company.
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 10 of 13 Pages
Information as to UMB, which is jointly filing this statement with
UMBFC, is presented above.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
See below.
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 11 of 13 Pages
Signature
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
UMB Bank, n.a.
Dated: February 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
Casey's General Stores, Inc.
Employee Stock Ownership Plan
By: UMB Bank, n.a., Trustee
Dated: February 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 147 5281 03 SCHEDULE 13G Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
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CUSIP NO. 147 5281 03 SCHEDULE 13G Page 13 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of the Schedule 13G to which this Exhibit is attached with respect
to the Common Stock, no par value, of Casey's General Stores, Inc., an Iowa
corporation, and consent to this Joint Filing Agreement being included as an
Exhibit to such filing. In evidence thereof the undersigned hereby execute this
Agreement this 16th day of February, 1999.
UMB Bank, n.a.
Dated: February 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
Casey's General Stores, Inc.
Employee Stock Ownership Plan
By: UMB Bank, n.a., Trustee
Dated: February 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
